General Dynamics (GD) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) May 4, 2017 (May 3, 2017)

GENERAL DYNAMICS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-3671	13-1673581
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2941 Fairview Park Drive, Suite 100, Falls Church, Virginia		22042-4513
(Address of Principal Executive Offices)		(Zip Code)

(703)876-3000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, If Changed Since Last Report.)

Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.07 Submission of Matters to a Vote of Security Holders

The voting results for matters submitted to the company’s shareholders for consideration at the Annual Meeting held on May 3, 2017, are set forth below.

In an uncontested election, each of the following nominees was elected to the Board of Directors according to the following votes:

	For		Against		Abstain		Broker Non-Votes
Nicholas D. Chabraja		255,815,001		1,850,721		356,692		23,740,381
James S. Crown		250,872,844		6,781,653		367,917		23,740,381
Rudy F. deLeon		255,289,916		2,337,561		394,937		23,740,381
John M. Keane		254,591,993		3,047,638		382,783		23,740,381
Lester L. Lyles		254,726,988		2,924,854		368,572		23,742,381
Mark M. Malcolm		257,325,421		292,522		404,471		23,740,381
Phebe N. Novakovic		254,128,135		3,057,780		836,499		23,740,381
William A. Osborn		255,217,911		2,406,386		398,117		23,740,381
Catherine B. Reynolds		256,410,627		1,198,961		412,826		23,740,381
Laura J. Schumacher		255,172,675		2,448,670		401,069		23,740,381
Peter A. Wall		257,268,161		357,019		397,234		23,740,381

The results of voting on Proposals 2 through 5 (as numbered in the company’s 2017 Proxy Statement) were as follows:

Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2017.

	For		Against		Abstain		Broker Non-Votes
Approval of KPMG as Independent Auditors		278,642,729		2,749,117		370,949		—

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Proposal 3. Shareholders approved, on an advisory basis, the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of RegulationS-K and contained in the 2017 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

	For		Against		Abstain		Broker Non-Votes
Advisory Vote to approve Executive Compensation		249,190,752		7,263,044		1,568,618		23,740,381

Proposal 4. Shareholders recommended, on an advisory basis, that Future Advisory Compensation Votes (as defined in the 2017 Proxy Statement) be held every year.

	Every Year		Every Two Years		Every Three Years		Abstain		Broker Non-Votes
Advisory Vote on Frequency of Future Advisory Compensation Votes		215,173,681		402,452		41,929,310		516,971		23,740,381

The Board of Directors, consistent with the above vote, has determined to hold Future Advisory Compensation Votes every year.

Proposal 5. Shareholders approved the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (the “Equity Compensation Plan”).

	For		Against		Abstain		Broker Non-Votes
Approval of the Equity Compensation Plan		245,643,909		11,740,254		638,251		23,740,381

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENERAL DYNAMICS CORPORATION
by	/s/ Gregory S. Gallopoulos
	Gregory S. Gallopoulos
	Senior Vice President, General Counsel and Secretary (Authorized Officer)

Dated: May 4, 2017

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